As filed with the Securities and Exchange Commission on August 3, 2016
Securities Act File No. 333-211514
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___ Post-Effective Amendment No. 2
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AB BOND FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(800) 221-5672
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EMILIE D. WRAPP
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Copies of communications to:
Paul M. Miller
Seward & Kissel LLP
901 K Street, NW
Suite 800
Washington, DC 20001
No filing fee is required because an indefinite number of shares has previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
This Post-Effective Amendment No. 2 to the Registration Statement of the
Registrant on Form N-14 (File No. 333-211514) consists of the following:
Cover Sheet
Contents of the Registration Statement
1. Part A--The Proxy Statement/Prospectus as filed on May 20, 2016 pursuant
to Rule 497 under the Securities Act of 1933 is incorporated herein by
reference.
2. Part B--The Statement of Additional Information as filed on May 20, 2016
pursuant to Rule 497 under the Securities Act of 1933 is incorporated herein by
reference.
3. Part C--Other Information.
Signature Page
Exhibit--The filing is being made solely for the purpose of adding Exhibit 12 to
the Registrant's Registration Statement on Form N-14 (File No. 333-211514).
PART C
OTHER INFORMATION
ITEM 15. Indemnification.
It is the Registrant's policy to indemnify its directors and
officers, employees and other agents to the maximum extent permitted
by Section 2-418 of the General Corporation Law of the State of
Maryland, which is incorporated by reference herein, and as set
forth in Article EIGHTH of Registrant's Articles of Amendment and
Restatement of Articles of Incorporation, Article IX of the
Registrant's Amended and Restated By-laws filed as Exhibit (2) in
response to Item 16 and Section 10(a) of the Distribution Services
Agreement filed as Exhibit (7)(a) in response to Item 16, all as set
forth below.
The liability of the Registrant's directors and officers is dealt
with in Article EIGHTH of Registrant's Articles of Amendment and
Restatement of Articles of Incorporation, as set forth below. The
Investment Adviser's liability for any loss suffered by the
Registrant or its shareholders is set forth in Section 4 of the
Investment Advisory Contract filed as Exhibit (6) in response to
Item 16, as set forth below.
ARTICLE EIGHTH OF THE REGISTRANT'S ARTICLES OF AMENDMENT AND RESTATEMENT OF
ARTICLES OF INCORPORATION READS AS FOLLOWS:
(1) To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall
be liable to the Corporation or its stockholders for money damages.
(2) The Corporation shall have the power, to the maximum extent
permitted by Maryland law in effect from time to time, to obligate itself to
indemnify, and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to, (a) any individual who is a present or former
director or officer of the Corporation or (b) any individual who, while a
director or officer of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of his status as a present or former director or officer of the
Corporation. The Corporation shall have the power, with the approval of the
Board of Directors, to provide such indemnification and advancement of expenses
to a person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or
a predecessor of the Corporation.
(3) The provisions of this Article EIGHTH shall be subject to the
limitations of the Investment Company Act.
(4) Neither the amendment nor repeal of this Article EIGHTH, nor the
adoption or amendment of any other provision of the Charter or Bylaws
inconsistent with this Article EIGHTH, shall apply to or affect in any respect
the applicability of the preceding sections of this Article EIGHTH with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
ARTICLE IX OF THE REGISTRANT'S AMENDED AND RESTATED BYLAWS READS AS FOLLOWS:
To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation shall indemnify and, without requiring a preliminary
determination of the ultimate entitlement to indemnification, shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any individual who is a present or former director or officer of the
Corporation and who is made or threatened to be made a party to the proceeding
by reason of his or her service in any such capacity or (b) any individual who,
while a director or officer of the Corporation and at the request of the
Corporation, serves or has served as a director, officer, partner or trustee of
another corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan or other enterprise and who is made or threatened
to be made a party to the proceeding by reason of his or her service in any such
capacity. The Corporation may, with the approval of its Board of Directors or
any duly authorized committee thereof, provide such indemnification and advance
for expenses to a person who served a predecessor of the Corporation in any of
the capacities described in (a) or (b) above and to any employee or agent of the
Corporation or a predecessor of the Corporation. The termination of any claim,
action, suit or other proceeding involving any person, by judgment, settlement
(whether with or without court approval) or conviction or upon a plea of guilty
or nolo contendere, or its equivalent, shall not create a presumption that such
person did not meet the standards of conduct required for indemnification or
payment of expenses to be required or permitted under Maryland law, these Bylaws
or the Charter. Any indemnification or advance of expenses made pursuant to this
Article shall be subject to applicable requirements of the 1940 Act. The
indemnification and payment of expenses provided in these Bylaws shall not be
deemed exclusive of or limit in any way other rights to which any person seeking
indemnification or payment of expenses may be or may become entitled under any
bylaw, regulation, insurance, agreement or otherwise.
Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or Charter inconsistent with this
Article, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.
Section 10(a) of the Distribution Services Agreement reads as follows:
Section 10. Indemnification.
(a) The Fund agrees to indemnify, defend and hold the
Underwriter, and any person who controls the Underwriter within the
meaning of Section 15 of the Securities Act of 1933, as amended (the
"Securities Act"), free and harmless form and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which the
Underwriter or any such controlling person may incur, under the
Securities Act, or under common law or otherwise, arising out of or
based upon any alleged untrue statements of a material fact
contained in the Fund's Registration Statement or Prospectus or
Statement of Additional Information in effect from time to time
under the Securities Act or arising out of or based upon any alleged
omission to state a material fact required to be stated in either
thereof or necessary to make the statements in either thereof not
misleading; provided, however, that in no event shall anything
therein contained by so construed as to protect the Underwriter
against any liability to the Fund or its security holders to which
the Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of the Underwriter's reckless disregard of its
obligations and duties under this agreement. The Fund's agreement to
indemnify the Underwriter or any such controlling person, such
notification to be given by letter or by telegram addressed to the
Fund at its principal office in New York, New York, and sent to the
Fund by the person against whom such action is brought within ten
days after the summons or other first legal process shall have been
served. The failure so to notify the Fund of the commencement of any
such action shall not relieve the Fund from any liability which it
may have to the person against whom such action is brought by reason
of any such alleged untrue statement or omission otherwise than on
account of the indemnity agreement contained in this Section 10. The
Fund will be entitled to assume the defense of any such suit brought
to enforce any such claim, and to retain counsel of good standing
chosen by the Fund and approved by the Underwriter. In the event the
Fund does elect to assume the defense of any such suit and retain
counsel of good standing approved by the Underwriter, the defendant
or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Fund
does not elect to assume the defense of any such suit, or in case
the Underwriter does not approve of counsel chosen by the Fund, the
Fund will reimburse the Underwriter or the controlling person or
persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by the Underwriter or such
persons. The indemnification agreement contained in this Section 10
shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Underwriter or any
controlling person and shall survive the sale of any of the Fund's
shares made pursuant to subscriptions obtained by the Underwriter.
This agreement of indemnity will inure exclusively to the benefit of
the Underwriter, to the benefit of its successors and assigns, and
to the benefit of any controlling persons and their successors and
assigns. The Fund agrees promptly to notify the Underwriter of the
commencement of any litigation or proceeding against the Fund in
connection with the issue and sale of any of its shares.
Section 4 of the Investment Advisory Contract reads as follows:
4. We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we
agree as an inducement to your undertaking these services that you
shall not be liable hereunder for any mistake of judgment or in any
event whatsoever, except for lack of good faith, provided that
nothing herein shall be deemed to protect, or purport to protect,
you against any liability to us or to our security holders to which
you would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties
hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
The foregoing summaries are qualified by the entire text of
Registrant's Articles of Amendment and Restatement of Articles of
Incorporation, Amended and Restated By-laws, the Investment Advisory
Contract between Registrant and AllianceBernstein L.P. and the
Distribution Services Agreement between Registrant and
AllianceBernstein Investments, Inc. ("ABI").
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer of controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
In accordance with Release No. IC-11330 (September 2, 1980),
the Registrant will indemnify its directors, officers, investment
manager and principal underwriters only if (1) a final decision on
the merits was issued by the court or other body before whom the
proceeding was brought that the person to be indemnified (the
"indemnitee") was not liable by reason or willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved
in the conduct of his office ("disabling conduct") or (2) a
reasonable determination is made, based upon a review of the facts,
that the indemnitee was not liable by reason of disabling conduct,
by (a) the vote of a majority of a quorum of the directors who are
neither "interested persons" of the Registrant as defined in section
2(a)(19) of the Investment Company Act of 1940 nor parties to the
proceeding ("disinterested, non-party directors"), or (b) an
independent legal counsel in a written opinion. The Registrant will
advance attorneys fees or other expenses incurred by its directors,
officers, investment adviser or principal underwriters in defending
a proceeding, upon the undertaking by or on behalf of the indemnitee
to repay the advance unless it is ultimately determined that he is
entitled to indemnification and, as a condition to the advance, (1)
the indemnitee shall provide a security for his undertaking, (2) the
Registrant shall be insured against losses arising by reason of any
lawful advances, or (3) a majority of a quorum of disinterested,
non-party directors of the Registrant, or an independent legal
counsel in a written opinion, shall determine, based on a review of
readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the indemnitee ultimately will
be found entitled to indemnification.
The Registrant participates in a joint directors liability
insurance policy issued by the ICI Mutual Insurance Company. Under
this policy, outside trustees and directors are covered up to the
limits specified for any claim against them for acts committed in
their capacities as trustee or director. A pro rata share of the
premium for this coverage is charged to each participating
investment company. In addition, the Adviser's liability insurance
policy, which is issued by a number of underwriters, including
Greenwich Insurance Company as primary underwriter, extends to
officers of the Registrant and such officers are covered up to the
limits specified for any claim against them for acts committed in
their capacities as officers of the investment companies sponsored
by the Adviser.
ITEM 16. Exhibits
(1) (a) Articles of Amendment and Restatement to Articles of
Incorporation of the Registrant dated, February 1, 2006
and filed February 23, 2006 - Incorporated by reference
to Exhibit (a) to Post-Effective Amendment No. 87 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on January 31, 2007.
(b) Articles of Amendment to Articles of Incorporation of
the Registrant, dated November 2, 2007 and filed June
18, 2008 - Incorporated by reference to Exhibit (a)(2)
to Post-Effective Amendment No. 89 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on January 28, 2009.
(c) Articles Supplementary to Articles of Incorporation of
the Registrant, dated November 30, 2009 and filed
December 3, 2009 - Incorporated by reference to Exhibit
(a)(3) to Post-Effective Amendment No. 93 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on December 21, 2009.
(d) Articles Supplementary to Articles of Incorporation of
the Registrant, dated December 17, 2009 and filed
December 21, 2009 - Incorporated by reference to Exhibit
(a)(4) to Post-Effective Amendment No. 95 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on January 26, 2010.
(e) Articles of Amendment to Articles of Incorporation of
the Registrant, dated September 22, 2010 and filed
September 22, 2010 - Incorporated by reference to
Exhibit (a)(5) to Post-Effective Amendment No. 99 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on January 28, 2011.
(f) Articles Supplementary to Articles of Incorporation of
the Registrant, dated September 21, 2011 and filed
September 21, 2011 - Incorporated by reference to
Exhibit (a)(6) to Post-Effective Amendment No. 103 of
the Registrant's Registration Statement on Form N-1A
(File Nos. 2-48227 and 811-02383), filed with the
Securities and Exchange Commission on September 23,
2011.
(g) Articles Supplementary to Articles of Incorporation of
the Registrant, dated January 6, 2012 and filed January
12, 2012 - Incorporated by reference to Exhibit (a)(7)
to Post-Effective Amendment No. 115 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on March 19, 2013.
(h) Articles Supplementary to Articles of Incorporation of
the Registrant, dated March 5, 2013 and filed March 6,
2013 - Incorporated by reference to Exhibit (a)(8) to
Post-Effective Amendment No. 115 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on March 19, 2013.
(i) Articles Supplementary to Articles of Incorporation of
the Registrant, dated November 21, 2013 and filed
November 25, 2013 - Incorporated by reference to Exhibit
(a)(9) to Post-Effective Amendment No. 119 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on December 11, 2013.
(j) Articles Supplementary to Articles of Incorporation of
the Registrant, dated December 30, 2013 and filed
January 13, 2014 - Incorporated by reference to Exhibit
(a)(10) to Post-Effective Amendment No. 122 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on January 31, 2014.
(k) Articles Supplementary to Articles of Incorporation of
the Registrant, dated February 6, 2014 and filed
February 7, 2014 - Incorporated by reference to Exhibit
(a)(11) to Post-Effective Amendment No. 123 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on February 12, 2014.
(l) Articles Supplementary to Articles of Incorporation of
the Registrant, dated and filed April 22, 2014 -
Incorporated by reference to Exhibit (a)(12) to
Post-Effective Amendment No. 126 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on April 28, 2014.
(m) Articles Supplementary to Articles of Incorporation of
the Registrant, dated November 11, 2014 and filed
December 1, 2014 - Incorporated by reference to Exhibit
(a)(13) to Post-Effective Amendment No. 131 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on December 12, 2014.
(n) Articles of Amendment to Articles of Incorporation of
the Registrant, dated and filed December 12, 2014
-Incorporated by reference to Exhibit (a)(14) to
Post-Effective Amendment No. 133 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on January 30, 2015.
(o) Articles of Amendment to Articles of Incorporation of
the Registrant, effective and filed January 20, 2015 -
Incorporated by reference to Exhibit (a)(15) to
Post-Effective Amendment No. 133 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on January 30, 2015.
(p) Articles Supplementary to Articles of Incorporation of
the Registrant, dated and filed August 6, 2015 -
Incorporated by reference to Exhibit (a)(16) to
Post-Effective Amendment No. 139 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on August 10, 2015.
(2) Amended and Restated By-Laws of the Registrant - Incorporated
by reference to Exhibit 99.77Q1 - Other Exhibits of the
Registrant's Semi-Annual Report on Form NSAR-A (File No.
811-02383), filed with the Securities and Exchange Commission
on May 30, 2006.
(3) Voting Trust Agreements - Not applicable.
(4) Form of Agreement and Plan of Acquisition and Dissolution -
filed as Appendix A to the Proxy Statement/Prospectus.
(5) Instruments defining the rights of holders of the securities
being registered - Not applicable.
(6) Investment Advisory Contract between the Registrant and
AllianceBernstein L.P., dated July 22, 1992, as amended
December 29, 1992, July 1, 1999, September 7, 2004, June 14,
2006, December 16, 2009, February 4, 2010, December 7, 2011,
May 1, 2013, December 11, 2013, May 7, 2014, July 15, 2014 and
April 22, 2016 - Incorporated by reference to Exhibit (d) to
Post-Effective Amendment No. 149 of the Registrant's
Registration Statement on Form N-1A (file Nos. 2-48227 and
811-02383), filed with the Securities and Exchange Commission
on May 27, 2016.
(7) (a) Distribution Services Agreement between the Registrant
and AllianceBernstein Investments, Inc. (formerly known
as Alliance Fund Distributors, Inc.), dated as of July
22, 1992, as amended, April 30, 1993 - Incorporated by
reference to Exhibit 6(a) to Post-Effective Amendment
No. 65 of the Registrant's Registration Statement on
Form N-1A (File Nos. 2-48227 and 811-02383), filed with
the Securities and Exchange Commission on October 31,
1997.
(b) Amendment to the Distribution Services Agreement between
the Registrant and AllianceBernstein Investments, Inc.
(formerly known as Alliance Fund Distributors, Inc.),
dated as of June 4, 1996 - Incorporated by reference to
Exhibit 6(f) to Post-Effective Amendment No. 64 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on October 31, 1996.
(c) Form of Amendment to the Distribution Services Agreement
between the Registrant and AllianceBernstein
Investments, Inc. (formerly known as AllianceBernstein
Research and Management, Inc.) - Incorporated by
reference to Exhibit (e)(3) to Post-Effective Amendment
No. 81 of the Registrant's Registration Statement on
Form N-1A (File Nos. 2-48227 and 811-02383), filed with
the Securities and Exchange Commission on October 31,
2003.
(d) Form of Amendment to the Distribution Services Agreement
between the Registrant and AllianceBernstein
Investments, Inc. (formerly known as AllianceBernstein
Research and Management, Inc.), dated as of December 16,
2004 - Incorporated by reference to Exhibit (e)(4) to
the Post-Effective Amendment No. 84 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on January 31, 2005.
(e) Amendment to Distribution Services Agreement between the
Registrant and AllianceBernstein Investments, Inc.,
dated as of June 14, 2006 - Incorporated by reference to
Exhibit (e)(5) to Post-Effective Amendment No. 87 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on January 31, 2007.
(f) Form of Selected Dealer Agreement between
AllianceBernstein Investments, Inc. and selected dealers
offering shares of Registrant - Incorporated by
reference to Exhibit (e)(6) to Post-Effective Amendment
No. 39 of the Registration Statement on Form N-1A of
AllianceBernstein Large Cap Growth Fund, Inc. (File Nos.
33-49530 and 811-06730), filed with the Securities and
Exchange Commission on October 15, 2009.
(g) Form of Selected Agent Agreement between
AllianceBernstein Investments, Inc. (formerly known as
AllianceBernstein Research and Management, Inc.) and
selected agents making available shares of the
Registrant - Incorporated by reference to Exhibit (e)(6)
to the Post-Effective Amendment No. 84 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on January 31, 2005.
(h) Selected Dealer Agreement between Alliance Bernstein
Investments, Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated making available shares of the
Registrant effective April 30, 2009 - Incorporated by
reference to Exhibit (e)(8) to Post-Effective Amendment
No. 39 of the Registration Statement on Form N-1A of
AllianceBernstein Large Cap Growth Fund, Inc. (File Nos.
33-49530 and 811-06730), filed with the Securities and
Exchange Commission on October 15, 2009.
(i) Loading Fund Operating Agreement between Alliance
Bernstein Investments, Inc. and Charles Schwab & Co.,
Inc. making available shares of the Registrant, dated as
of June 1, 2007 - Incorporated by reference to Exhibit
(e)(9) to Post-Effective Amendment No. 39 of the
Registration Statement on Form N-1-A of
AllianceBernstein Large Cap Growth Fund, Inc. (File Nos.
33-49530 and 811-06730), filed with the Securities and
Exchange Commission on October 15, 2009.
(j) Cooperation Agreement between AllianceBernstein
Investments, Inc. (formerly known as AllianceBernstein
Research and Management, Inc.) and UBS AG, dated
November 1, 2005 - Incorporated by reference to Exhibit
(e)(10) to Post-Effective Amendment No. 39 of the
Registration Statement on Form N-1A of AllianceBernstein
Large Cap Growth Fund, Inc. (File Nos. 33-49530 and
811-06730), filed with the Securities and Exchange
Commission on October 15, 2009.
(k) Form of Amendment to the Distribution Services Agreement
between the Registrant and AllianceBernstein
Investments, Inc. - Incorporated by reference to Exhibit
(e)(11) to Post-Effective Amendment No. 92 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on December 18, 2009.
(l) Amendment to the Distribution Services Agreement between
the Registrant and AllianceBernstein Investments, Inc.,
dated as of August 9, 2013 - Incorporated by reference
to Exhibit (e)(12) to Post-Effective Amendment No. 126
of the Registrant's Registration Statement on Form N-1A
(File Nos. 2-48227 and 811-02383), filed with the
Securities and Exchange Commission on April 28, 2014.
(m) Amendment to the Distribution Services Agreement between
the Registrant and AllianceBernstein Investments, Inc. -
Incorporated by reference to Exhibit (e)(13) to
Post-Effective Amendment No. 149 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on May 27, 2016.
(8) Bonus, profit sharing, pension or other similar contracts or
arrangements - Not applicable.
(9) (a) Master Custodian Agreement between the Registrant and
State Street Bank and Trust Company, effective August 3,
2009 - Incorporated by reference to Exhibit (g) to
Post-Effective Amendment No. 51 of the Registration
Statement on Form N-1A of AllianceBernstein Variable
Products Series Fund, Inc. (File Nos. 33-18647 and
811-05398), filed with the Securities and Exchange
Commission on April 29, 2010.
(b) Amendment to the Master Custodian Agreement between
Registrant and State Street Bank and Trust Company -
Incorporated by reference to Exhibit (g)(2) to
Post-Effective Amendment No. 149 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on May 27, 2016.
(c) Form of Novation and Amendment Agreement between the
Registrant and Brown Brothers Harriman & Co., regarding
the AB High Yield Portfolio - Incorporated by reference
to Exhibit (g)(19) to Post-Effective Amendment No. 202
to the Registration Statement on Form N-1A of AB Cap
Fund, Inc. (File Nos. 2-29901 and 811-01716), filed with
the Securities and Exchange Commission on December 3,
2015.
(10) (a) Rule 12b-1 Plan - See Exhibit (7)(a) hereto.
(b) Amended and Restated Rule 18f-3 Plan, dated August 9,
2013 - Incorporated by reference to Exhibit (n) to
Post-Effective Amendment No. 126 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on April 28, 2014.
(11) Opinion and Consent of Seward & Kissel LLP regarding the
legality of securities being registered - Incorporated by
reference to Exhibit (11) to the Registrant's Registration
Statement on Form N-14 (File No. 333-211514), filed with the
Securities and Exchange Commission on May 20, 2016.
(12) Opinion and Consent of Seward & Kissel LLP as to Tax matters -
Filed herewith.
(13) (a) Transfer Agency Agreement between the Registrant and
AllianceBernstein Investor Services, Inc. (formerly
known as Alliance Fund Services, Inc.), dated as of
September 14, 1988 - Incorporated by reference to
Exhibit 9 to Post-Effective Amendment No. 65 of the
Registrant's Registration Statement on Form N-1A (File
Nos. 2-48227 and 811-02383), filed with the Securities
and Exchange Commission on October 31, 1997.
(b) Form of Amendment to Transfer Agency Agreement between
the Registrant and AllianceBernstein Investor Services,
Inc., dated as of June 14, 2006 - Incorporated by
reference to Exhibit (h)(2) to Post-Effective Amendment
No. 87 of the Registrant's Registration Statement on
Form N-1A (File Nos. 2-48227 and 811-02383), filed with
the Securities and Exchange Commission on January 31,
2007.
(c) Form of Expense Limitation Undertaking by
AllianceBernstein L.P. (formerly known as Alliance
Capital Management L.P.), with respect to Quality Bond
Portfolio - Incorporated by reference to Exhibit (h)(3)
to Post-Effective Amendment No. 84 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on January 31, 2005.
(d) Form of Expense Limitation Agreement by
AllianceBernstein L.P. with respect to AllianceBernstein
Government Reserves Portfolio - Incorporated by
reference to Exhibit (h)(4) to Post-Effective Amendment
No. 115 of the Registrant's Registration Statement on
Form N-1A (File Nos. 2-48227 and 811-02383), filed with
the Securities and Exchange Commission on March 19,
2013.
(e) Form of Expense Limitation Agreement by
AllianceBernstein L.P. with respect to AllianceBernstein
Tax-Aware Fixed Income Portfolio - Incorporated by
reference to Exhibit (h)(5) to Post-Effective Amendment
No. 119 of the Registrant's Registration Statement on
Form N-1A (File Nos. 2-48227 and 811-02383), filed with
the Securities and Exchange Commission on December 11,
2013.
(f) Expense Limitation Agreement by AllianceBernstein L.P.
with respect to AllianceBernstein Credit Long/Short
Portfolio, dated May 7, 2014 - Incorporated by reference
to Exhibit (h)(6) to Post-Effective Amendment No. 129 of
the Registrant's Registration Statement on Form N-1A
(File Nos. 2-48227 and 811-02383), filed with the
Securities and Exchange Commission on August 28, 2014.
(g) Expense Limitation Agreement by AllianceBernstein L.P.
with respect to AllianceBernstein High Yield Portfolio,
dated July 15, 2014 - Incorporated by reference to
Exhibit (h)(7) to Post-Effective Amendment No. 129 of
the Registrant's Registration Statement on Form N-1A
(File Nos. 2-48227 and 811-02383), filed with the
Securities and Exchange Commission on August 28, 2014.
(h) Expense Limitation Agreement by AllianceBernstein L.P.
with respect to AB Income Fund, dated April 22, 2016 -
Incorporated by reference to Exhibit (h)(8) to
Post-Effective Amendment No. 149 of the Registrant's
Registration Statement on Form N-1A (File Nos. 2-48227
and 811-02383), filed with the Securities and Exchange
Commission on May 27, 2016.
(14) Consent of Independent Registered Public Accounting Firm -
Incorporated by reference to Exhibit (14) to the Registrant's
Registration Statement on Form N-14 (File No. 333-211514),
filed with the Securities and Exchange Commission on May 20,
2016.
(15) Financial statements omitted pursuant to Item 14(a)(1). - Not
applicable.
(16) Powers of Attorney for: John H. Dobkin, Michael J. Downey,
William H. Foulk, Jr., D. James Guzy, Nancy P. Jacklin, Robert
M. Keith, Garry L. Moody, Marshall C. Turner, Jr. and Earl D.
Weiner - Incorporated by reference to Exhibit (16) to
Post-Effective Amendment No. 1 of the Registrant's POS EX
filing to the Registration Statement on Form N-14 (File No.
333-211514), filed with the Securities and Exchange Commission
on June 20, 2016.
ITEM 17. Undertakings.
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this registration statement by
any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c) of the Securities Act 17 CFR
230.145(c), the reoffering prospectus will contain the
information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of
the applicable form.
(2) The undersigned registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as a part of
an amendment to the registration statement and will not be
used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and
the offering of the securities at that time shall be deemed to
be the initial bona fide offering of them.
SIGNATURES
----------
As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 2 to the Registration Statement on Form N-14 has been signed on
behalf of the Registrant, in the City of New York and the State of New York, on
the 3rd day of August, 2016.
AB BOND FUND, INC.
By: Robert M. Keith*
------------------------
Robert M. Keith
President
As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 2 to the Registration Statement on Form N-14 has been signed by
the following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer:
Robert M. Keith* President and Chief August 3, 2016
--------------------------- Executive Officer
Robert M. Keith
(2) Principal Financial and
Accounting Officer:
/s/ Joseph J. Mantineo Treasurer and August 3, 2016
--------------------------- Chief Financial Officer
Joseph J. Mantineo
(3) Majority of the Directors:
John H. Dobkin*
Michael J. Downey*
William H. Foulk, Jr.*
D. James Guzy*
Nancy P. Jacklin*
Robert M. Keith*
Garry L. Moody*
Marshall C. Turner, Jr.*
Earl D. Weiner*
*By: /s/ Stephen J. Laffey August 3, 2016
----------------------
Stephen J. Laffey
(Attorney-in-fact)
Index to Exhibits
-----------------
Exhibit No. Description of Exhibits
----------- -----------------------
(12) Opinion and Consent of Seward & Kissel LLP (as to tax matters)